


The Erotic Phoenix Saga: An Amazing Gift

by MarvelMaster616



Category: Spider-Man - All Media Types, X-Men - All Media Types
Genre: F/M
Language: English
Status: Completed
Published: 2020-09-20
Updated: 2020-09-20
Packaged: 2021-03-07 20:00:48
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 8,145
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26563267
Author URL: https://archiveofourown.org/users/MarvelMaster616/pseuds/MarvelMaster616
Summary: This takes place during the events of the Erotic Phoenix Saga. Peter Parker never got a chance to consummate his relationship with Gwen Stacy. Jean Grey-Summers finally gives him that chance.
Relationships: Peter Parker & Gwen Stacy, Peter Parker/Gwen Stacy
Comments: 2
Kudos: 8





	The Erotic Phoenix Saga: An Amazing Gift

** The Erotic Phoenix Saga: An Amazing Gift **

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**AN: The following is a one-shot based in my series, The Erotic Phoenix Saga. I originally intended to fit this into Intimate Alliances, but I couldn’t find a place to work it in. Rather than force it, I’m just going to offer it as a one-shot.**

**In terms of timing, this takes place after Chapter 10: Test Subject Part 2, in which Spider-Man and Mary Jane Watson join Cyclops and Jean Grey’s new endeavor. If you haven’t read to that point yet, that shouldn’t be too much an issue. All you need to know is that Peter is working for X-Corp now and has a working relationship with Cyclops and Jean Grey.**

**Also, Sin’s Past is NOT canon in this AU. Just want to make that clear.**

**Disclaimer: I don’t own Spider-Man or the X-Men. I am making no money off of this. They are the property of Marvel and Disney. Please don’t sue.**

_‘These mean inner thoughts or psychic communication.’_

**Warning: This story contains graphic depiction of sex. If you are at all uncomfortable with that, I discourage you from reading this. You have been warned. As always, I welcome feedback and reviews. Please post them on the fanfiction website or contact me directly via email. Either way is fine. Enjoy!**

* * *

**Astral Plane**

Peter had an amazing life. From timid science nerd to accomplished superhero, he’d experienced more than most, in terms of triumph, tragedy, and growth. But, no matter how much he achieved as Spider-Man or Peter Parker, he still had regrets.

Some haunted him more than others. Failing to save his Uncle Ben would always be the worst. But Failing Gwen Stacy was a close second. He could save countless lives many times over. He still regretted not being able to save her.

Gwen’s death haunted him, even after he found love with Mary Jane Watson. Peter expected her death to haunt him until the day he died. Like his Uncle Ben, the guilt he felt from that one painful failure was always going to hurt. He accepted that responsibility. The best way to honor her memory was save more lives – to become a better hero and a better man.

He’d made many strides in recent years, both as Spider-Man and as Peter Parker. But one issue with Gwen still lingered. Beyond failing to save her, he and Gwen never got to fully realize their love. Before that fateful battle with the Green Goblin, their love had really blossomed. It was getting so serious that Peter planned to reveal himself as Spider-Man. He even thought about making it part of a much bolder proposal.

Then, Norman Osborn attacked. And the love of his life to that point died in his arms.

It was both painful and tragic. On top of losing her, they lost the stronger love they could’ve shared. Peter often lamented the missed opportunities they had. Looking back on his time with her, he realized they had so many chances to deepen their relationship. They could’ve gone on more dates and shared more intimate moments. They never even got the chance to _consummate_ their relationship. The love and desire was there, but they never acted on it.

Like her death, Peter came to accept that it was too late. He’d never get another chance. For him and Gwen Stacy, there could be no closure.

That was before he joined X-Corp. That was also before he forged a working relationship with Scott and Jean-Grey Summers. They brought more than just lucrative job opportunities that didn’t involve J. Jonah Jameson. They offered him one last opportunity to get closure with his first love.

“One last chance,” Peter kept telling himself, “one last moment with Gwen Stacy.”

He repeated that mantra as he drifted through the strange, yet colorful world of the Astral Plane. Moments ago, he’d been sitting at the foot of his bed in the new apartment that he and Mary Jane just moved into. Jean sat next to him while Scott and Mary Jane stood close by. Then, he closed his eyes and Jean employed her psychic talents to take him to this strange world of psychic constructs.

Jean Grey-Summers described it as a domain where thoughts, feelings, memories, and perceptions became real. Ben Grimm – who’d apparently accepted a similar offer from Jean – called it psychic fantasy land. It was a world where the mind was not bound by the rules of reality. It might have been the only domain in which he could reconnect with his lost love.

 _‘You’re doing great, Peter,’_ said the telepathic voice of Jean Grey-Summers. _‘Keep your mind steady, calm, and focused. The Astral Plane requires that we obscure the line between mind and body.’_

“I’m doing the best I can, Jean,” said Peter, breathing deep as he traversed this psychic domain. “For the record, I’ve only taken a couple yoga classes. And I had to skip out on one to stop a robbery.”

_‘It’s a useful skill, being able to calm your mind…and resist making bad puns in serious situation.’_

“Hey, you have your coping mechanisms. I have mine. Mine’s just funnier.”

_‘Coping is fine. Avoidance is not. I sense how much you want this. I also sense some reservation. A part of you feels you don’t deserve this.’_

He tried to hide his cringe, not that it mattered with a telepath. That had been in the back of his mind. It was why he hesitated to accept Jean’s offer when she first made it. He turned to Mary Jane for guidance, but she insisted that he make the decision. She understood better than most that Gwen was a sensitive subject for him. His thoughts often betrayed his feelings.

“Am I hiding my thoughts that badly?” Peter asked her.

_‘I don’t need to read your mind to feel it. Hell, your wife sensed it before I did.’_

Peter fell silent, opting to stay focused rather than make another comment. He’d only prove Jean right by avoiding the harsher truth.

As she guided him through the Astral Plane – flying him over vast mindscapes consisting of forests, cityscapes, and open plains – Peter saw flashes of various figures and scenes manifest before him. They were like fireworks that came to life, taking various forms, forged from his thoughts and memories. The first sequence included him getting bit by the spider, the death of his Uncle Ben, and that fateful battle against the Green Goblin.

Then, the second sequence focused on Gwen. It started with that terrible memory of how she died. But the psychic displays also depicted other, less tragic moments. He saw detailed outlines of Gwen’s face, just as he remembered it when he first laid eyes on her. He then saw cherished memories like their first kiss and their first date play out. It made him smile and shed a tear.

“Are…are you doing this, Jean?” Peter asked, getting choked up.

_‘No, Peter. You are,’ Jean told him. ‘You set the destination. I’m just your guide.’_

More images flashed as they flew higher over the mindscape. It was like flying into space as the stars came to life, dancing across a boundless void like fireflies guided by an outside force. The more he saw of him and Gwen, the more it sank in.

He needed this.

He needed closure with Gwen Stacy.

It was the only way he could move on. And it was the only way she could truly rest in peace.

“Peter,” said a distant voice through the void. “Come to me. I’ve been waiting for you.”

Hearing her voice made his heart skip a beat. He hadn’t heard it since her last pained cry before her tragic death. Hearing Gwen Stacy speak to him, full of life and love, helped focus his mind. He now knew where to go.

 _‘I think you can take it from here,’_ Jean said with her psychic. _‘Go to her. She’s in a special pocket domain – one built with the remnants of shared memories, passions, and desires.’_

Peter didn’t comment this time. He narrowed his gaze and flew faster through the space-like void, passing more psychic constructs along the way. In the distance, he could see a glowing gateway. It had been the source of the voice. Every fiber of his being urged him to seek it out. He hadn’t been this determined since that fateful day he lost her.

_‘Before you is place for just you and Gwen – your own world within a world. Share it. Cherish it. Let this be the closure you seek.’_

Jean’s voice quickly faded into the mindscape. She hadn’t been visible as he navigated the Astral Plane, but Peter still felt her presence every step of the way. Now, he didn’t sense anyone around him. It was just him, the Astral Plane, and the glowing gateway leading to Gwen.

“I see you, Peter,” she said through the glowing gateway.

“I’m here, Gwen!” Peter shouted out. “I’m gonna make it this time. I promise!”

The past and present blurred. The memories of how he failed her continued to surround him in the form of psychic constructs. It felt like they were chasing him as he neared the gateway. Peter was tempted to look back to see years of guilt and regret take form once more. He didn’t give in, this time. He stayed focused on what lay before him.

Finally, Peter reached the glowing gate. As he passed through it, he saw her. For the first time since he held her lifeless body in his arms, he saw her.

“Gwen,” he gasped.

“Hello, Peter. It’s good to see you again,” said the sweet, caring girl he’d loved so much in his youth.

It took a moment for his brain to process this moment. It took another to accept that this was real – relative to the Astral Plane.

Standing before him was a lively, beautiful Gwen Stacy. She even wore that distinct outfit of hers, including a green jacket, purple skirt, black shirt, and black boots. Everything from her long blond hair to her loving smile was as stunning as he remembered. She looked more radiant than any memory.

In that moment, he realized that he wasn’t wearing the same casual clothes he’d worn when he met up with Jean and Scott. He was in his Spider-Man costume, but without his mask. By confronting Gwen like this, he told her what he never got to tell her before she died. He was Spider-Man. And him being Spider-Man got her killed. Peter opened his mouth to say something, but no words came out.

As he approached her, the world around them took a familiar shape. From a sea of light, energy, and constructs, a perfect replica of his dorm room at Empire State University formed. It looked just like it had when they were still dating, right down to the stack of science books on his desk and the poster of Einstein on his wall. It reminded him of the precious nights they’d spent together. Many of those nights had been cut short, due to his duties as Spider-Man. It was why those nights never got too passionate.

There would be no distractions this time. There were no roommates to come barging in and no police sirens to chase. It was just him and Gwen, alone and together. As Peter took her in his arms and felt her loving warmth, a long flood of old emotions came rushing back. Some were still painful, but others were still as precious as ever.

“Gwen…I don’t know what to say. I don’t know what I _can_ say,” said Peter as he held her.

“You don’t have to say anything,” she told him. “I’m just glad we’re here…together.”

“I am too,” he said, “but…some things need to be said. Just saying I’m sorry for not saving you won’t cut it.”

“You don’t have to apologize for what someone else did, Peter. You weren’t the reason I fell off the bridge.”

“You’re only half-right, Gwen,” he said, his voice cracking under the strain of the memory. “You were in that position because of _me_. You were in danger because of _me_. I might not have been the one to drop you, but what happened that day…it’s still my responsibility.”

It was overwhelming. Every moment he shared with Gwen played out in his head. But this time, they didn’t just involve the memories of her death. There were so many other things they’d shared together – beautiful, wonderful experiences that made their love real. Holding her brought back some of that joy, but he couldn’t escape the sorrow that connected those memories.

“I could’ve done more. I _should’ve_ done more,” Peter said, tears welling up in his eyes. “If I had told you I was Spider-Man, maybe we could’ve been prepared. If I had trained harder or found allies, maybe we could’ve…”

“You’re doing it again, Peter,” Gwen said with a half-grin. “You’re obsessing over what you _could’ve_ done. And when you obsess, you love focusing on your shortcoming…ignoring the details you can’t change and overlooking how hard you fought to do the right thing.

“I know. Old habits,” he sighed, still choked up. “Guess that’s one flaw I haven’t improved since college.”

“It’s not a flaw. Self-awareness is never a flaw. Self-punishment…well, that’s another story. And it’s one you don’t have to be part of.”

Peter still felt the burden.

He still wanted to fall to his knees and beg this woman for forgiveness.

But that sweet, loving smile of hers kept him from completely breaking down. As he held her in his arms, many old scars opened once more. However, her loving touch helped soothe them in a way he thought impossible. As she looked him in the eye, cupping his face with both hands, this wonderful woman who’d loved him all those years ago dared to confront that burden.

“Peter,” she said while wiping a tear from his face, “you being Spider-Man didn’t kill me. Me being your girlfriend didn’t kill me. Only one person is responsible for that. And that’s the monster who threw me off that bridge.”

“I still kick his ass every chance I get,” Peter said, managing a weak smile. “Not gonna lie. Punching Norman Osborn always feels extra satisfying.”

“And I appreciate every one of them. I’d be lying if I said I didn’t,” she said, laughing somewhat. “But what you’ve done in my memory…the battles you’ve fought, the people you’ve helped, and the lives you’ve saved…that means even more.”

“It doesn’t make the guilt hurt any less,” he said.

“That guilt isn’t your burden to bear. You don’t have to take that on, just because Norman Osborn doesn’t regret his crimes. It doesn’t change anything. It doesn’t make you a better hero or honor my memory.”

“Then, what does?” Peter asked desperately. “What happened to you…even if it wasn’t my fault…I can’t just let it stand. I have to do something!”

“You _are_ , Peter,” Gwen said strongly. “Just look at what you’ve done since then. Look at how much good you’ve done, as Peter Parker and as Spider-Man. Being a hero and a good man…not out of guilt, but out of responsibility…I couldn’t ask for anything more.”

His heart skipped a beat. More tears formed in his eyes. Her words were like an angel’s touch, healing what had been an open wound for so long. Peter had carried her death as a burden. It was his second greatest failure after failing to save his Uncle Ben. Gwen helped put it in new different perspective – a _better_ perspective.

As he held her closer, the sorrow faded. In place of that feeling, the love they once shared came to the surface. This was no longer a reunion with a lost love. It was another moment with Gwen Stacy after believing he’d never have another. It gave both weight and urgency to this feeling.

“I know this isn’t a dream,” Peter said, “and I know this isn’t entirely real.”

“Trust me, Peter. It’s as real as it needs to be,” said Gwen.

“Whatever it is, it can’t just be another goodbye,” he said intently. “Our love was real. It was special. And regardless of what happened, we never got to see it through completely. We left so many things unsaid and undone.”

“Well, we’re here now. We’re together again in this special place of mind, body, and soul,” Gwen said. “Now’s our chance to do something. The only question is…what are you waiting for?”

She posed that question with a playful grin and impassioned tone. Only Gwen Stacy could make such a simple inquiry seem so appealingly obvious. Peter had hesitated so many times to embrace such opportunities with Gwen. This time, there was nothing of the sort.

In an overdue, yet cathartic act, he and Gwen shared a deep kiss. They’d shared many like it before that fateful day. Few evoked this much raw emotion. Together, they let it all out. Every unexpressed sentiment, unspoken feeling, and unshared gesture came gushing out all at once. It was even so overwhelming, but it felt so right. It was something he needed for his heart and his soul. He might not have deserved such a chance, but he still embraced it.

In doing so, and by bringing out so many powerful feelings, the kiss inevitably evolved into more than just a kiss. Their embrace evolved as well. From these simple acts of affection, a deeper desire blossomed. As he and Gwen pursued it, another choice was made. This time, it came from Gwen.

“Peter…make love to me,” Gwen said in a voice so serious, yet still impassioned.

“Gwen,” Peter gasped, still breathless from the kiss.

“I want this. I gave you my love. Now, I offer you my body.”

While Peter stood in awe of her request, Gwen broke the embrace and began undressing in front of him. She removed her green jacket, slid her shirt off over her head, and unzipped the back of her skirt, letting it fall to the floor before stepping out of her boots. Peter’s gaze intensified, his mouth hung open as he watched this beautiful girl strip down before him. Now clad in just her bra and panties, a sea of old emotions mixed with a surge of new desires.

Despite her stunning beauty, she was still somewhat shy. Even as she smiled under his gaze, she blushed at being so exposed. They’d kissed and made out as a couple. They’d even exchanged some intimate gestures. But they never made it this far. He’d seen her in a bathing suit, but not her underwear. That special glint in her eyes – a look born of love and desire – told him she wanted more. A sudden tightness in his pants confirmed that he shared those desires.

“Wow!” Peter managed to get out. “Gwen, you’re…”

“Only halfway there,” she told him with an amorous daze. “Care to catch up?”

“Um…sure. Of course!” he said, blushing as well.

They laughed and giggled like playful teenagers. In that new impassioned spirit, Peter removed the top part of his Spider-Man costume. Gwen even helped, pawing his exposed upper body along the way, which he certainly enjoyed. Before he got the shirt completely off, she went for his pants. She also took notice of the growing bulge in his groin. Peter ended up blushing as much as she had, which seemed fitting.

“You’re catching up quickly,” she noted with a playful grin.

“Not _too_ quickly, I hope,” Peter quipped.

“I don’t mind. We’ve waited so long for this. It’s okay to be _impatient_.”

Encouraged by Gwen’s words, Peter undressed with more urgency. As he shed his clothes, stripping down to his white boxers, Gwen led him to the bed. It was somewhat larger than he remembered, but it had the same disheveled bed sheets that he never had time to make. It wasn’t the most romantic setting to make love to Gwen Stacy, but it would do.

Now, having stripped down to their underwear, they took their passion to the bed. Peter, in a display of strength that he never had a chance to show with Gwen, lifted her up in his arms and laid with her in the center. Along the way, she drew him into another loving kiss. She added some bolder gestures to the mix, wrapping her legs around his waist and raking her fingers over the sinews of his upper body. She was so sweet and loving, but there was still an undeniable desire behind her touch.

“Peter…you’ve _grown_ since high school,” Gwen told him.

“Late bloomer, I guess?” he said jokingly.

“Right. Let’s pretend that’s all the _only_ reason,” she laughed.

The mood lightened as they entered a heated make-out session. They were still in their underwear, opting to first get more familiar with each other’s bodies. As Peter tasted her sweet lips, he traced his hand up her thighs, hips, and waist. Her skin was as smooth and soft as he remembered. Feeling her body and warmth got his heart racing, along with his passions.

Gwen was surprisingly _energetic_ , exploring his upper body with both hands. She clearly knew her way around male anatomy. She appreciated it, as well. She even revealed she had a sexy side. The way she grinded her pelvis up against his, dry humping him to communicate her desire, helped reinforce how much she wanted this.

She was ready.

She was willing.

She was eager to give herself to him.

In another display of that desire, she grasped his wrists and guided his hands to her breasts. They were still covered, but feeling her fleshy orbs in both hands was still incredible. As he processed that feeling, she reached behind and undid the clasp of her bra.

“Peter,” she gasped in between the kissing and touching, “please…touch my breasts.”

Peter, fully dazed by Gwen’s sensual warmth, gladly obliged. He pulled the bra away swiftly, revealing to him an unobstructed view of her beautiful breasts. He took a brief moment to admire their beauty. Gwen’s modesty kept them concealed. Now, she presented them for him to admire. She still blushed somewhat under his gaze, but still encouraged him to touch them.

“Wow!” Peter said in his daze. “You have amazing breasts, Gwen.”

“Thank you,” she said warmly. “You’ll find I enjoy having them touched a certain way.”

“Really? How so?” he asked intently.

“I’d rather you figure it out. You’ve always been good at _that_.”

Gwen always knew how to encourage a guy. It was part of what made her so desired by so many men. She encouraged him more than most. She made him a better man because of it. Now, Peter intended to return the favor.

He resumed their foreplay. More kissing and touching followed. This time, he focused his passion on caressing her exposed breasts. With the utmost care, he squeezed and kneaded them with both hands. He was gentle at first, but soon realized that Gwen preferred more intense touching. She also liked having her nipples pinched lightly. She let out high pitched squeals as they kissed, her excitement growing with each gesture.

“Ooh!” Gwen cooed. “Like that, Peter! Touch them like that!”

Again, he gladly obliged. As Peter got a feel for Gwen’s breasts, she stepped up her dry hyping. Lying on her side next to him, she hitched a leg up over his waist, rubbing her covered pelvis against the growing bulge in his boxers. The bulge had gotten it was hard to contain. Sensing this, Gwen grabbed the hem and pulled it down.

“Get it off,” Gwen said. “I want to see _it_.”

Peter offered no protest. He even helped, kicking the boxers off as his erection finally popped free. It gave Gwen her first glimpse at his exposed penis. Just as he’d done with her breasts, she took a moment to appreciate the sight. She didn’t look quite as dazed as he had when he first saw her breasts, but she appeared to like what she saw.

In that moment, seeing and feeling his hardened manhood, they crossed the point of no return. They were going to do it. They were going to make love. If Gwen had any reservations before, she had none anymore.

“It’s so big and hard,” she said as she stroked it. “I guess that means…you’re ready.”

“Can’t do much to hide _that_ ,” he said with a half-grin. “But what about you, Gwen? Are you ready?”

That might have been a redundant question. She’d done plenty with her words and gestures. She wanted his sex. That most basic aspect of desire was still there. Other parts, however, were less clear. She was still a virgin. An exciting, yet unfamiliar experience lay before her.

With labored breath, Gwen’s demeanor became more serious. There was an intensity to her, one befitting of a girl who’d dared to love someone like him. It revealed a strength that only made her more beautiful.

“I’m ready,” she told him. “Please…take my panties off. See for yourself how _ready_ I am.”

She sounded both determined and impassioned, like a woman who’d been preparing for this moment. Following her example, Peter adopted a more serious demeanor, as well.

Gwen rolled onto her back while he got on top of her. He slipped his hands down to her waist and grasped the sides of her white panties. She wordlessly urged him to remove them. He did so swiftly, yet carefully, sliding them down her shapely legs. She even lifted her hips somewhat, helping him remove the final barrier to sex.

Once off, Peter welcomed another marvelous sight. Lying before him was a naked Gwen Stacy. The full view of her exposed body – from her breasts to her legs to her pussy – was something no dream or fantasy could match. She was so beautiful. Even the malleable constructs of the Astral Plane couldn’t do justice to that beauty.

She was also as _ready_ as she claimed. Even just hovering over her, taking in her glory, he noticed that she was very aroused. The outer folds of her womanhood were moist with her juices. All the touching and dry humping had gotten her very wet. She might have been a virgin, but she’d made the necessary preparations. She wanted their first time to be special and so did he.

“I want you to be the one to take my virginity, Peter,” she told him.

“That’s a hell of a responsibility,” Peter told her as he hovered over her.

“All the more reason to give it to you,” said Gwen. “You know responsibility. You know love. Now come! Let’s do this. Let’s make the love we never got to make.”

In that moment, broken hearts and bad memories converged with intense arousal and great desire. Peter followed the passions he’d never pursued with Gwen, aligning his body with hers in preparation for their fleshly union.

The approach was simple, manifesting in a basic missionary position. Gwen spread her legs nice and wide while he laid on top of her. She latched onto his shoulders while he held onto her hips, guiding the tip of his penis to the outer folds of her pussy. He could feel the heat from her womanhood, her body beckoning his. Before he entered, he locked eyes with his first love.

“Gwen,” Peter said intently, “I’m going to enter you now.”

She continued urging him with her gaze, bracing for what came next. With the utmost care and consideration, he inserted his penis her vagina. In that moment, they both gasped at the feeling. Peter gave her a moment for her inner muscles to adjust. She was so wet and tight. Hard masculine flesh penetrated wet womanly depths. It was ecstasy.

It also made it official. He and Gwen were having sex.

“Ooh God!” Gwen moaned. “I feel it, Peter! I feel you inside me!”

Her angelic moans triggered more movements. Through instincts, supplemented by passion, Peter began moving his hips and their naked bodies moved accordingly. With growing intensity, he worked his rigid cock within the soft folds of her pussy. Skin clashed with skin, her hips supplementing every movement he made. It was a beautiful melding of intimate flesh.

Inside her pussy, his rigid cock slithered inside her womanly folds. He tightened his grip on her hips while Gwen dug her nails into his shoulder, already gasping heavily as the feeling washed over her. The masculine sinews of his upper body meshed with the smooth curves of her feminine form. In short order, an intimate rhythm took hold.

“Gwen…my God!” Peter panted. “So tight! So beautiful!”

“Peter! Oh Peter!” Gwen moaned. “We’re really doing this! And it feels…amazing!”

Her words didn’t do justice to the joyous look on her face. It morphed from serious intensity to utter joy. The general nervousness of losing her virginity had long since passed. Any concern about discomfort or awkwardness quickly faded. They could now just enjoy this wonderous feeling together.

As the rhythm intensified, Gwen really got into it. She spread her legs wider, bending them back so that he had move leverage with his movements. She also let her hands roam wildly around Peter’s upper body, trailing her fingers along the sinews of his back, chest, and shoulders. He really enjoyed that, rewarding her with some affectionate kisses around her neck and face. She squealed with joyous laughter that filled the room, as well as his heart.

Their sex was loving, playful, and affectionate. It was everything a girl like Gwen deserved with her first sexual experience. To feel their bodies together, flushed with the passion and pleasure of this act, made that experience special. She deserved to feel the sweetest fruits of their lovemaking. A woman as special as Gwen deserved no less.

To that end, Peter drew out their sex. It helped him get a feel for her body and how she liked to be touched, teased, and stimulated. Like a good student and an attentive lover, he paid attention to her proclivities. He discovered Gwen really enjoyed having her breasts fondled a certain way. He also found out she liked it when he nibbled on her lower lip. That _really_ got her excited.

“Ooh Peter! Yes! Just like that! Oohhh I love it!” she exclaimed.

Those sweet cries coincided with more loving gestures. She bent her legs back further, raking her nails over his back as she took in the sensations he evoked with each sensual movement. Those sensations built up, guiding her closer to her sexual peak.

Peter could sense her getting close. It was almost as obvious as his spider sense. Her breathing grew ragged. Her face contorted to the approaching feeling. He wanted nothing more than to see his first love indulge in the ecstasy. He too was close to climaxing, but Gwen’s pleasure took precedent. With the same determination he’d channeled to save her, he shifted his body to maximize leverage. His knees and feet dug into the bed, Peter delivered a heated round of thrusting meant to take his first love to the brink and beyond.

“Oh my God! Peter, I…I’m really close! I’m going to…going to…come!” Gwen panted, while clinging to his shoulders.

“Gwen…my first love,” Peter said in a daze of passion. “I want this for you…for us.”

“Then, let’s share it!”

She hooked her legs around his waist, supplementing his movements with some of her own. The rhythmic clashing of their skin and the heated undulations of their hips drew them closer to their peak. Peter soon found himself on the brink. He clung harder to his hips, grunting as he took that final ascent with her.

He just needed to be sure that Gwen enjoyed her first orgasm from her first time. As soon as she passed that magical threshold, she gave him all the assurance he needed.

“Oohhh Peter!” she exclaimed.

Gwen’s orgasmic proclamation shook the room and the world around it. He swore he felt it with his spider sense as she bathed in the orgasmic bliss. Once again, he admired her beauty as she shuddered under the chorus of sensations.

Her legs tensed, her toes curled, and her face twitched to the powerful flow of ecstasy. It was such an amazing sight, one he’d never seen outside his sweetest, sexiest dreams. Peter lovingly caressed her face as she took it all in. At the same time, the extra tightness from her throbbing pussy pushed him over the edge as well.

“Oh Gwen!” was all he got out before he climaxed.

Their orgasms weren’t perfectly simultaneous, but it was pretty damn close. The feeling shot through him, as though Gwen’s bliss were supplementing his own. As her vagina squeezed his cock with her folds, he released his seminal load into her depths. Together, they felt their hot fluids mix inside her depths. It was a potent manifestation of their passion and the ecstasy it brought.

As they floated in this sea of ecstasy, Peter took Gwen’s hand in his. Their movements ceased and their eyes locked once more. No words were said. They weren’t necessary at this point. Through their heavy breathing, they shared a deep kiss. It completed the act he once saw as a lost memory. After all the heartbreak and burdens he’d endured, it was truly amazing.

“Peter,” Gwen said through her breathless moans, “my first love…and my first lover.”

“I wish I could’ve been more,” Peter told her.

“You already are.”

She kissed him again. They lingered in that intimate entwinement, even after their bodies parted. There was still plenty of sexual fluids dripping between Gwen’s thighs. She didn’t mind, though. She even remained somewhat excited, her first sexual experience doing little to temper her passions.

Rather than settle into a simple afterglow, another make-out session followed. And with it, focused foreplay ensued. She pawed his chest while rubbing her thigh against his cock, which was still semi-hard, but also quite sensitive.

It surprised Peter. In his experience, most girls who’d just lost their virginity needed extra time to just process everything. Then again, Gwen Stacy wasn’t most girls. The way she kissed, cuddled, and held him hinted at a larger pool of passion. And she had every intention of tapping it.

“Peter,” Gwen said, “I don’t want this to end yet. I think…actually, I know I want to do it again.”

“Really? For a recently deflowered virgin, that’s a bit telling,” Peter said.

“I agree. It tells me I picked my first lover wisely,” she said proudly. “Now, I’d like to celebrate that choice!”

In a move that surprised him in the best possible way, Gwen rolled him over so that he was now the one on his back. She was downright giddy in pinning him to the bed. Peter certainly didn’t mind. Watching her hover over him, her naked body on full display, was both enjoyable and arousing. He also felt her rub her pelvis against his semi-hard dick. He could sense she had a plan and was prepared to see it through.

“You may think I don’t listen when other girls talk about sex stuff. Trust me. I _do_ ,” said Gwen in a voice that was both playful and seductive.

“You always were a good listener,” Peter remarked.

“And I’ve heard enough to know what it means to have good sex and great sex,” she continued. “Good sex can be simple and effective, like what we just did. But to make it something more, you need to put in the effort. And that means even good girls have to be a little _naughty_ sometimes.”

The sexy, subtle undertone intrigued Peter. He’d suspected that Gwen had a sexy side. The way they kissed and embraced over the course of their relationship hinted at it. She was just tactful about showing that side of herself. Flash Thompson once called her a prude, but Harry Osborn once called her uniquely passionate. But he only got a taste of Gwen’s sexy side. Peter got to experience it fully.

With awe and excitement, he watched Gwen initiate a new round of foreplay. She began by leaning over, giving him an up-close view of her ample breasts. He eagerly fondled them, much to her delight. Now giddier than ever, Gwen eagerly trailed her lips down his face, neck, and chest. As she worked her way down his manly upper body, she reached down to stroke his cock with both hands.

He was still a bit sensitive, so he winced a bit at first. Gwen promptly softened her grasp, which helped Peter relax under her loving touch. As her lips passed his abdomen, he rose up slightly, leaning on the back of his arms so he could watch the sexy show before him.

“I know men enjoy oral sex. I don’t have to be a good listener to know _that_ ,” she said as she hovered over his semi-hard dick.

“Well, we try to be subtle, but do a _terrible_ job,” Peter joked.

“But a good lover doesn’t just listen,” Gwen added. “She also does her homework. She learns how to please her partner. And you know me, Peter. I always do my homework.”

He didn’t think it was possible for anyone to make homework sound sexy. But Gwen Stacy found a way. She was just that special.

She proved just how much she’d studied for this. While still grasping his dick with both hands, she guided her lips the rest of the way, eventually arriving at the base of his shaft. From there, she gave his manly length a nice, long lick. She didn’t mind that his dick was wet with sexual fluids, both from her and from him. She still hungrily enveloped his manhood between her soft, supple lips to initiate her first blowjob.

“Ohhh fuck!” Peter grunted. “Gwen, you’re…a good student.”

He immediately regretted his choice of words, but they did little to dissuade Gwen. She actually giggled somewhat, even while taking in more of his length. She remained very motivated to please him, just as he’d pleased her. With her usual studious care, she suckled and stroked his member. Hot sensations of pleasure followed, sending Peter back into the same lustful daze as before. It helped kickstart a fresh round of desire.

“Oh Gwen!” he moaned as he ran his fingers through her hair. “You’re a _very_ good student.”

She giggled again before sucking harder. Gwen really seemed to like that verbiage. It made sense. She valued being a good student, going all the way back to grade school. It was fitting that it found its way into her sex life.

She approached oral sex with the same focus as a mid-term. She was so thorough, using her lips and tongue to find those sensitive spots. As Peter became more erect, she struggled a bit to take in as much length. Being so new to sex, her gag reflex wasn’t great. That didn’t stop her from taking in as much as she could, stroking and squeezing the base in the process to maximize the experience.

The end result was another full-fledged erection. As she looked up at him, he looked back with the same intensity. He was every bit as dedicated to being a worthy lover for her. He’d demonstrated that with their first round of sex. Like Gwen so often did, he had every intention of overachieving.

“Gwen,” Peter said, his dick rock hard. “I’m ready. And this time, _you_ be on top. _You_ set the pace.”

“Mmm…that’s so considerate of you, Peter,” Gwen said after giving his cock one last lick. “I’ll do my best to make this _amazing_.”

“I know you will,” he said confidently.

With the confidence and compassion that so defined Gwen Stacy, she got on top of him and aligned her body with his in pursuit of more sex. She mounted his hips, straddling his waist with her knees resting firmly at his side. Peter watched with growing anticipation as she hovered over his dick, the still-moist folds of her pussy grazing the tip.

She didn’t tease or tempt him. She just cast a beaming smile as she lowered herself onto him, his manly flesh penetrating her sweet pussy once more.

“Gwen…so amazing!” Peter gasped.

“It’ll get better. I promise!” Gwen said confidently.

He smiled back as she took his hands in hers. As their fingers inter-locked, she began riding his dick. She even mirrored the same rhythm he’d used with her, starting slowly until their bodies adjusted to on another. Once their sex achieved a more harmonious union, Gwen intensified the pace.

As Gwen rocked her hips faster, Peter supplemented her movements with upward thrusts of his own. Their naked bodies rocked and swayed to their rhythmic lovemaking. A steady chorus of moans, gasps, and grunts followed as new sensations coursed through them. It was every bit as amazing as Gwen had promised.

It was also much smoother than their first sexual romp. Despite her sexual inexperience, Gwen carried herself as someone who knew how to pursue this feeling. She’d both done her homework and shed whatever reservations she had about sex. She was truly determined to make this feeling special. It reminded Peter why he’d fallen in love with Gwen Stacy in the first place.

“Oh Gwen…sweet, loving Gwen,” Peter panted. “You…you keep your promises. I wish…I could’ve kept mine.”

“Shh. It’s okay, Peter,” she said lovingly. “Just hold me…feel me…love me.”

She leaned over to kiss him. Peter met her halfway, wrapping one arm around her waist while holding her hand with the other. When their lips met, the rhythm of their sex stabilized. From there, they indulged and savored this sweet feeling.

It played out like a dream within a dream. Even the malleable world of the Astral Plane could only do so much to make it real. Their naked bodies moved and jived. The bed and the world around them trembled with it. With every moan and gasp, the feeling became more real. All the regret and pent up feelings came pouring out in the form of this intensely physical act.

It being her first time, it was extra-intense for Gwen. She climaxed a second time with relative ease. She wasn’t quite as vocal or animated as the first, but she didn’t hide it, either. Peter saw it in the way her face contorted to the flood of pleasure. He felt it too as her pussy throbbed around him. He was both impressed and enchanted. Like so many other pursuits, Gwen learned quickly and became more skilled.

“Ooh Peter!” she said through her orgasmic rush. “More! Give me more of your love!”

Peter eagerly obliged. He took her in his powerful arms, lifted her up with his spider-strength, and bounced her naked body with his in a continued venting of passion. More sensations followed, along with more loving gestures.

As he and Gwen followed their desires, their love took many forms. He pinned her against the wall. She pinned him on the bed. She got on all fours while he took her from behind. They pushed their bodies as much as their passions. Peter made use of his enhanced strength and stamina, ensuring the pace of their sex remained steady and strong every step of the way. Gwen did her part, exerting herself with every motion, complementing his effort every step of the way.

She climaxed multiple times during their thorough lovemaking. Gwen’s orgasmic moans were so sweet to hear and the look on her face was such a sight to behold. Peter came close a few times as well, but held off longer than usual. He refused to leave any bit of love and passion unshared, attempting to fit years of lost lovemaking into a single act.

However, even with the abilities of Spider-Man, he could only share so much with Gwen. The most he could do was commit every amazing moment to memory.

“Gwen Stacy…my first love,” Peter found himself saying at one point. “My first beautiful love.”

“And I always will be,” she said to him.

That affirmation coincided with one last push for shared ecstasy. For that effort, they aligned their bodies in a uniquely fitting position. They both were in an upright sitting position in the center of the bed. Gwen’s legs were draped around his waist while Peter maintained a firm grip on her butt. She held onto his shoulders, her forehead leaning on his as they unleashed the last vestige of their love.

Together, their bodies rocked and undulated, the pace steadily quickening as they neared one more peak. His rigid manhood burned inside her, that sweet release now within his grasp. Gwen was close again too, her inner muscles throbbing and her lower body tensing in anticipation for a similar release. Peter could no longer hold back. The strain on his expression showed. As he approached that threshold, Gwen lovingly caressed his face.

“I’m ready, Peter,” she told him. “One more. Come with me…one more time!”

Those loving words did the trick. Knowing it was indeed their last moment of passion, Peter held her close and cherished every bit of it.

“Ohhh Gwen!” he cried out.

The ecstasy that followed was both cathartic and bittersweet. When the feeling wished over him, Peter held his first love close and climaxed with her one last time.

He buried his face in her shoulder as he let out a euphoric gasp. Inside her depths, his manhood tensed as he released another load of seminal fluid into her throbbing pussy. That extra warmth inside her helped send her over the threshold as well. She let out a euphoric gasp of her own, digging her nails into his shoulder and arching her body in accord with the sensation. It was a fitting culmination of a shared passion.

“I feel it, Peter,” she said breathlessly. “I feel it. And I feel you.”

Their bodies still trembling, he and Gwen kissed once more. Their lower bodies parted, but they remained entwined. Peter could already feel the mental and physical exertion catching up to them. The afterglow was already settling in. At the same time, he could feel the world around them start to fade. It was a bittersweet reminder that the Astral Plane was a fluid, yet fleeting environment.

Knowing this might be the last moment he’ll ever get to resolve his feelings for Gwen Stacy, Peter made the most of it. Tears welled up in his eyes as he took one last look at her, caressing her face and memorizing that glowing smile of hers.

“Gwen…I’ll always love you,” he told her.

“I’ll always love you too, Peter,” Gwen said, shedding tears of her own.

“I wish I could’ve saved you. I wish I could’ve done more, but…”

Again, she silenced him with a gentle finger to the lips and another soft kiss. were now floating together in a heavenly void. Once again, he would have to say goodbye. This time, however, they could finally get closure on their love.

“It’s okay, Peter,” she told him. “You did everything you could…everything a girl could’ve asked. For that, I’ll always be grateful…having been your first love.”

“That makes me feel…lucky,” he said in a somewhat humored tone. “Wow! For a guy like me, that’s kind of _jarring_.”

“That’s how you know it’s special,” Gwen said with a beaming grin. “What we had…it was amazing. And I have no regrets. You shouldn’t, either.”

“But…” he began, only to be silenced once more.

“No buts, Peter Parker. You made my life so much better. Even without me, you still have yours to live. Cherish it…just as I cherished you.”

There was nothing left to say. Silence fell over them as they exchanged a few more loving gestures. With little time left to savor that feeling, they shared one last kiss. It was likely the last kiss he and Gwen Stacy would ever share. Regardless of how real it might have been in the Astral Plane, it brought years of unresolved feelings to the surface. Through the tender touch and embrace of his first love, Peter could finally lay them to rest.

* * *

**The End**

**AN: I hope you enjoyed that. If you have other scenes from “The Erotic Phoenix Saga” that you’d like me to develop, please share your ideas. I’d be happy to listen. Until then, please remember to provide feedback via comments or email. Until next time, take care and stay safe!**

**MarvelMaster616**


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